Heritage Financial (HFWA) EVP exercises 4,038 RSUs, 744 shares for taxes

Rhea-AI Filing Summary

HERITAGE FINANCIAL CORP /WA/ executive Sabrina C. Robison exercised restricted stock units into common shares as part of equity compensation. On 2026-03-16, she converted 4,038 restricted stock units into common stock at $24.89 per share and 744 shares were withheld to cover tax obligations. Following these transactions, she directly owns 33,647 shares of common stock. The footnotes indicate these awards were granted under the company’s 2023 and 2024 Omnibus Equity Plans and vest over three years, so the activity reflects routine vesting and settlement rather than open-market buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Robison Sabrina C

(Last) (First) (Middle)

201 5TH AVE SW

(Street)

OLYMPIA WASHINGTON 98501

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [ HFWA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		M		1,147	A	$24.89	31,500	D
Common Stock	03/16/2026		M		265	A	$24.89	31,765	D
Common Stock	03/16/2026		M		1,363	A	$24.89	33,128	D
Common Stock	03/16/2026		M		1,263	A	$24.89	34,391	D
Common Stock	03/16/2026		F		744	D	$24.89	33,647	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	03/16/2026		M			1,147	03/15/2024	03/15/2026	Common Stock	1,147	$24.89	0	D
Restricted Stock Units	$0	03/16/2026		M			265	03/15/2024	03/15/2033	Common Stock	265	$24.89	1,858	D
Restricted Stock Units(1)(2)	$0	03/16/2026		M			1,363	03/15/2025(2)	03/15/2027	Common Stock	1,363	$24.89	1,363	D
Restricted Stock Units(3)	$0	03/16/2026		M			1,263	03/15/2026(4)	03/15/2028	Common Stock	1,263	$24.89	2,527	D

Explanation of Responses:

1. RSU Grant February 2024

2. Represents award pursuant to 2024 Omnibus Equity Plan; shares vest one third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

3. RSU Grant February 2025

4. Represents award pursuant to 2023 Omnibus Equity Plan; shares vest one third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Sabrina Robison	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did HFWA executive Sabrina C. Robison report in this Form 4?

Sabrina C. Robison reported exercising restricted stock units into common stock of Heritage Financial. On 2026-03-16 she converted 4,038 RSUs at $24.89 per share and had 744 shares withheld to satisfy tax obligations, reflecting routine equity compensation activity.

How many Heritage Financial (HFWA) shares did Sabrina Robison acquire through RSU exercises?

She acquired 4,038 shares of Heritage Financial common stock through the exercise of restricted stock units. These RSUs converted one-for-one into common shares at a reference price of $24.89 per share on 2026-03-16, consistent with previously granted equity awards vesting.

How many HFWA shares were withheld for taxes in Sabrina Robison’s Form 4?

A total of 744 shares of Heritage Financial common stock were withheld to cover tax obligations. This tax-withholding disposition used transaction code F and reduced her post-exercise holdings from 34,391 shares to 33,647 shares, without involving any open-market sale.

What is Sabrina Robison’s Heritage Financial (HFWA) ownership after these transactions?

After the reported transactions, Sabrina C. Robison directly owns 33,647 shares of Heritage Financial common stock. This figure reflects RSU conversions into common stock on 2026-03-16 and the subsequent withholding of 744 shares to satisfy related tax liabilities on the same date.

Are the HFWA transactions by Sabrina Robison open-market trades or equity compensation events?

The transactions are equity compensation events, not open-market trades. All activity uses code M for derivative exercise and code F for tax withholding. Footnotes show the RSUs were granted under 2023 and 2024 Omnibus Equity Plans that vest over three years into common stock.

What plans did the Heritage Financial (HFWA) RSU awards in this Form 4 come from?

The restricted stock unit awards came from Heritage Financial’s 2023 and 2024 Omnibus Equity Plans. Footnotes state the shares vest one third per year over a three-year period, and each restricted stock unit converts into one share of common stock upon vesting and settlement.